Alliander announces new Hybrid Eurobond and Tender Offer

Alliander announces intention to issue new Hybrid Eurobond and Tender Offer for its outstanding 2013 €500,000,000 Hybrid Eurobond

1. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" AS SET OUT IN THE TENDER OFFER MEMORANDUM DATED 29 JANUARY 2018)

Alliander N.V. (Alliander) announces its intention to issue Hybrid Eurobonds and announces the launch of a Tender Offer for any and all of the outstanding €500,000,000 Hybrid Eurobonds issued in 2013 (ISIN XS0997535520).  The proceeds of the issuance will be used to finance the repurchase of the validly tendered bonds and for general corporate purposes. The Tender Offer is subject to the successful completion of the issue of the new Hybrid Eurobonds.

Alliander proposes to accept any and all of the bonds validly tendered for repurchase pursuant to the Tender Offer. Alliander will also pay, on the Settlement Date, accrued interest in respect of any bonds accepted for repurchase pursuant to the Tender Offer. Terms of the Tender Offer are set out in the Tender Offer Memorandum dated 29 January 2018, which can be obtained upon request from the Tender Agent.

The repurchase price that will be paid by Alliander for any bonds validly tendered and accepted for repurchase by Alliander will be calculated, as described in the Tender Offer Memorandum, by reference to the repurchase yield of -0.25 per cent.

The Tender Offer is being made as part of Alliander’s balance sheet management. Through the Tender Offer, Alliander aims to reduce the cost of carry resulting from issuing the new Hybrid Eurobonds.

Timeline

Launch Date

Mo 29 Jan 2018

Expiration Deadline

Mo 5 Feb 2018, 4:00 p.m. (London time)

Announcement Results

Tue 6 Feb, as soon as reasonably practicable

Settlement Date

Wed 8 Feb 2018 (Expected)

ING and Morgan Stanley have been appointed to act as Structuring Advisers. ING, Morgan Stanley, MUFG and Rabobank have been appointed to act as Joint Dealer Managers on the Tender Offer and to act as Joint Lead Managers for the new issue. Citibank has been appointed as Tender Agent.

This press release contains information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation 596/2014.